Theragenics Announces Expiration of the “Go-Shop” Period and Sets Date for Stockholders Meeting to Vote on Merger
09 Septembre 2013 - 2:14PM
Business Wire
Theragenics Corporation® (NYSE: TGX) (the “Company”), a medical
device company serving the surgical products and prostate cancer
treatment markets, announced today the expiration of the 35-day
“go-shop” period pursuant to the terms of the previously announced
merger agreement providing for a newly formed affiliate of Juniper
Investment Company, LLC to acquire all of the outstanding common
stock of the Company for $2.20 per share in cash.
During the “go-shop” period, the Company was permitted, on the
terms and subject to the conditions of the merger agreement, to
initiate, solicit and encourage acquisition proposals from third
parties for a period that commenced immediately following the
execution of the merger agreement on August 2, 2013 and expired at
11:59 p.m. (New York City time) on September 6, 2013. During the
“go-shop” period, the Company’s financial advisor, VRA Partners,
contacted 15 parties on behalf of the Company, including 9
financial parties and 6 strategic parties, to solicit indications
of interest for potential alternative transactions. Including the
parties that VRA contacted prior to August 2, 2013, VRA contacted a
total of 42 parties. None of the parties contacted submitted a
proposal to acquire the Company, and no other party has made an
unsolicited proposal.
The Company also announced today that it will hold a special
meeting of stockholders on October 17, 2013 to consider and vote on
proposals to adopt the merger agreement, to cast an advisory vote
on merger-related compensation and if necessary to approve any
adjournment or postponement of the special meeting to permit
further solicitation of proxies if there are insufficient votes at
the time of the special meeting to adopt the merger agreement. The
Company has set the close of business on September 16, 2013 as the
record date for stockholders of record entitled to vote at the
special meeting. The parties to the merger agreement currently
expect to complete the merger during the fourth quarter of 2013,
subject to stockholder approval and satisfaction of the closing
conditions set forth in the merger agreement.
Additional Information and Where to Find It
In connection with the proposed transaction, the Company has
filed a preliminary proxy statement with the Securities and
Exchange Commission (the “SEC”). The Company will be sending a
definitive proxy statement to stockholders when available.
INVESTORS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ON THE
PROPOSED TRANSACTION. Investors may obtain free of charge the proxy
statement (when available) and other relevant documents filed with
the SEC with respect to the proposed transaction at the SEC’s
website at www.sec.gov and in the “Investors” section of the
Company’s website at www.theragenics.com. In addition, the proxy
statement (when available) and such other documents may be obtained
free of charge by directing a request to Theragenics Corporation,
5203 Bristol Industrial Way, Buford, Georgia 30518, Attention:
Investor Relations Department, (800) 998-8479.
The Company and its directors, executive officers and certain
other members of its management and employees may be deemed to be
participants in the solicitation of proxies from its stockholders
in connection with the proposed merger. Information regarding the
interests of such directors and executive officers is included in
the Company’s proxy statement for its 2013 Annual Meeting of
Stockholders filed with the SEC on April 1, 2013, and information
concerning all of the Company’s participants in the solicitation
will be included in the proxy statement related to the proposed
merger when it becomes available.
About Theragenics Corporation
Theragenics Corporation operates two business segments: its
surgical products business and its brachytherapy seed business. The
surgical products business (www.cpmedical.com, www.galtmedical.com,
www.needletech.com) manufactures and distributes wound closure,
vascular access, and specialty needle products. Wound closure
products include sutures, needles and other surgical products.
Vascular access includes introducers, guidewires and related
products. Specialty needles include coaxial, biopsy, spinal and
disposable veress needles, access trocars, implanters, introducer
products, and other needle-based products. The surgical products
segment serves a number of markets and applications, including,
among other areas, interventional cardiology, interventional
radiology, vascular surgery, orthopedics, plastic surgery, dental
surgery, urology, veterinary medicine, pain management, endoscopy,
and spinal surgery. Theragenics’ brachytherapy business
manufactures, custom loads, distributes and markets “seeds” used
primarily in the minimally invasive treatment of localized prostate
cancer. The Company’s brachytherapy product line
(www.theragenicsbrachy.com) includes its palladium-103 TheraSeed®
and its iodine-125 AgX100® devices. The terms "Company," "we,"
"us," or "our" mean Theragenics Corporation and all entities
included in our consolidated financial statements. For additional
information, call our Investor Relations Department at (800)
998-8479 or visit www.theragenics.com.
About Juniper Investment Company
Juniper Investment Company was founded in 2007 by Alexis Michas
and John Bartholdson to develop and manage alternative investment
offerings that address unique market opportunities. The principals
of Juniper have extensive private equity investment experience
dating back to 1981 encompassing the activities of our predecessor
organizations, Merrill Lynch Capital Partners (1981-1999) and
Stonington Partners (1994-2010). These activities encompass the
acquisition of over 50 companies totaling over $22 billion in total
consideration and involving the investment of approximately $3.2
billion of equity capital across a range of industries.
Forward Looking Statements
Certain matters discussed in this release may be forward-looking
statements. These forward-looking statements are based on current
expectations, estimates, forecasts and projections of future
company or industry performance based on management’s judgment,
beliefs, current trends and market conditions. Actual outcomes and
results may differ materially from what is expressed, forecasted or
implied in any forward-looking statement. Forward-looking
statements may be identified by the use of words such as “will,”
“expects,” “intends,” “plans,” “anticipates,” “believes,” “seeks,”
“estimates,” and similar expressions. There are a number of risks
and uncertainties that could cause actual results to differ
materially from the forward-looking statements included in this
document. These include, but are not limited to: (i) regulatory
approvals required for the transaction may not be obtained, or
required regulatory approvals may delay the transaction or result
in the imposition of conditions that could have a material adverse
effect on the Company or cause the parties to abandon the
transaction; (ii) conditions to the closing of the transaction may
not be satisfied; (iii) the outcome of any legal proceedings to the
extent initiated against the Company or others following the
announcement of the transaction cannot be predicted; (iv) the
business of the Company may suffer as a result of uncertainty
surrounding the transaction; and (v) the Company may be adversely
affected by other economic, business, and/or competitive factors.
Other factors that could cause the Company’s actual results to
differ materially from those expressed or implied are discussed
under “Risk Factors” in Theragenics Corporation’s most recent
annual report on Form 10-K and other filings with the Securities
and Exchange Commission. The Company undertakes no obligation to
update any forward-looking statements whether as a result of new
information, future events or otherwise. Readers are cautioned not
to place undue reliance on these forward-looking statements.
Theragenics CorporationFrank Tarallo, CFO &TreasurerorLisa
Rassel, Manager of Investor Relations800-998-8479 -
770-271-0233www.theragenics.com
Theragenics (NYSE:TGX)
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